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Friday, 9 March 2018

DNA Plc considers issuance of new notes and announces tender offer of its outstanding notes maturing in November 2018 and March 2021

DNA Oyj    

Published: 08:30 CET 09-03-2018 /GlobeNewswire /Source: DNA Oyj / : DNA /ISIN: FI4000062385

DNA Plc considers issuance of new notes and announces tender offer of its outstanding notes maturing in November 2018 and March 2021



DNA Plc (the "Company"), rated BBB (outlook: stable) by Standard & Poor's, announces its intention to issue new euro-denominated fixed-rate notes (the "New Notes"). Nordea Bank AB (publ) (the "Offeror") also announces today that it invites the holders of the EUR 100 million 2.625 per cent fixed-rate notes due 28 November 2018 (ISIN: FI4000076138) (the "2018 Notes") and EUR 150 million 2.875 per cent fixed-rate notes due 12 March 2021 (ISIN: FI4000115407) (the "2021 Notes" and, together with the 2018 Notes,  the "Notes"), issued by the Company, to tender their Notes for cash on the terms and conditions set out in the tender offer memorandum dated 9 March 2018 (the "Tender Offer"). The New Notes will be offered pursuant to an exemption from the obligation to publish a prospectus under Article 3(2) of the Prospectus Directive (2003/71/EC, as amended).

All or part of the proceeds from the New Notes will be used by the Company towards the purchase of the Notes purchased by the Offeror in the Tender Offer and the possible remaining proceeds will be used for the Company's general corporate purposes. The purpose of the Tender Offer is thus to extend the average debt maturity profile for the Company and to proactively manage upcoming debt redemptions.

The Offeror proposes to accept for purchase an aggregate principal amount of Notes validly tendered in the Tender Offer of up to EUR 150 million (or the principal amount of the New Notes, if smaller), although the Offeror reserves the right, in its sole discretion, to decide on the acceptance of the Notes, including not to accept any Notes. Whether the Offeror will accept for purchase any Notes validly tendered is subject (unless such condition is waived by the Company on its sole and absolute discretion), without limitation, to the pricing of the issue of the New Notes, on terms satisfactory to the Company (in its sole discretion), and the execution by the Company and the Joint Lead Managers of an issuance agreement for the issuance of New Notes. If the Offeror decides to accept for purchase valid tenders of Notes pursuant to the Tender Offer and the aggregate principal amount of Notes validly tendered pursuant to the Tender Offer is greater than the amount of 2018 Notes and 2021 Notes, respectively, that the Offeror decides to accept for purchase (the "Final Acceptance Amount"), the Offeror intends to accept such Notes for purchase on a pro rata basis. The Offeror will determine the allocation of the respective Final Acceptance Amounts for the 2018 Notes and the 2021 Notes in its sole discretion (after having consulted with the Company), and reserves the right to accept significantly more or significantly less (or none) of either such Notes as compared to the other such Notes.  The 2018 Notes and the 2021 Notes may be subject to different Proration Factors.

The purchase price of the 2018 Notes is 101.882 per cent of the nominal amount of the 2018 Notes. The purchase price of the 2021 Notes is 108.087 per cent of the nominal amount of the 2021 Notes. Accrued and unpaid interest will be paid in respect of all Notes validly tendered and delivered and accepted for purchase.

The offer period commences on 9 March 2018 and expires at 4.00 pm Finnish time (EET) on 19 March 2018. The indicative results of the Tender Offer will be announced on or about 20 March 2018. The completion date and the final results of the Tender Offer will be announced as soon as feasible, on or about 21 March 2018, and no later than 28 March 2018. The settlement date is expected to be 26 March 2018, and will in no case be later than 3 April 2018, subject to the completion of the issuance of New Notes.

A holder of Notes (a "Noteholder") that wishes to subscribe for New Notes in addition to tendering Notes for cash pursuant to the Tender Offer will receive priority in the allocation of the New Notes (the "New Issue Allocation"). The New Issue Allocation will be given for an aggregate nominal amount of New Notes up to the aggregate nominal amount of Notes subject to a Noteholder's valid tender instruction where an allocation of New Notes is also requested. Such tender instruction must relate to a minimum of EUR 100,000 in aggregate nominal amount of Notes in order to comply with the minimum subscription amount of the New Notes. New Issue Allocations will be subject to the same pro rata scaling as the respective 2018 Notes or 2021 Notes pursuant to the Tender Offer, so the priorities in the New Issue Allocation will never exceed the aggregate Final Acceptance Amount. Noteholders should contact the Dealer Manager to obtain a unique reference number in respect of the New Issue Allocation.

If any Noteholder wishes to subscribe for New Notes, it must make an application to subscribe for such New Notes to any of the Joint Lead Managers of the New Notes. Nordea Bank AB (publ) and OP Corporate Bank plc act as Joint Lead Managers for issue of New Notes.

Nordea Bank AB (publ) acts as Offeror and Dealer Manager and Nordea Bank AB (publ), Finnish Branch, acts as Tender Agent for the Tender Offer. Information in respect of the Tender Offer may be obtained from the Offeror and Dealer Manager.

Offeror and Dealer Manager:

Nordea Bank AB (publ): e-mail: NordeaLiabilityManagement@nordea.com  / tel: +45 6161 2996

Nasdaq Helsinki
Key media

Further enquiries:
CFO Timo Karppinen, DNA Plc, 044 044 5007, timo.karppinen@dna.fi
Head of Treasury Jaakko Happo, Financing, DNA Plc, 044 044 8018, jaakko.happo@dna.fi
DNA Corporate Communications, +358 44 044 8000, communications@dna.fi 

DNA Plc is a Finnish telecommunications group providing high-quality voice, data and TV services for communication, entertainment and working. DNA is Finland's largest cable operator and the leading pay TV provider in both cable and terrestrial networks. For DNA, the key area for growth in corporate business is the new way of working, independent of time and place, facilitated by smart terminal devices, diverse communications services and rapid connections. In 2017, DNA recorded net sales of EUR 886 million and an operating profit of EUR 124 million. DNA has more than 3.9 million subscriptions in its fixed and mobile communications networks. The Group also includes DNA Store, Finland's largest retail chain selling mobile phones. DNA shares are listed on Nasdaq Helsinki Ltd. For further information, visit www.dna.fi or follow us on Twitter @DNA_fi and Facebook.


The information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States or such other countries or otherwise in such circumstances in which the release, publication or distribution would be unlawful. The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the New Notes any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

This communication does not constitute an offer of securities for sale in the United States. The New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under the applicable securities laws of any state of the United States and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

This communication does not constitute an offer of New Notes to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the New Notes. Consequently, this communication is directed only at (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

This announcement is distributed by Nasdaq Corporate Solutions (One Liberty Plaza, 165 Broadway, New York, NY 10006. Tel: +1 212 401 8700. www.nasdaqomx.com) on behalf of Nasdaq Corporate Solutions clients. Source: DNA Plc, PO Box 10, Helsinki FI-01044, Finland
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